Exhibit 4.4


 


 


SECOND AMENDED AND RESTATED


 


CONTRIBUTION AGREEMENT


 


by and between


 


LIGHTSTONE VALUE PLUS REIT III LP 


 


and


 


LIGHTSTONE SLP III LLC


  


This Second Amended and Restated Contribution
Agreement, between Lightstone Value Plus REIT III LP, a Delaware limited partnership (the “OP”), and Lightstone
SLP III LLC, a Delaware limited liability company (the “SLP”), is dated December 29, 2015 (the “Second
Restatement Date”).


 


WHEREAS, Lightstone Value Plus Real Estate
Investment Trust III, Inc., a Maryland corporation (the “REIT”), has filed a Registration Statement on Form
S-11 (Registration No. 333-195292) (the “Registration Statement”) for an initial public offering (the “IPO”)
of up to 30,000,000 shares of REIT common stock, par value $0.01 per share (“Common Shares”) in a primary offering
at a price of $10.00 per Common Share, subject to the volume discounts and other special circumstances described in or otherwise
provided in the Registration Statement, and up to 10,000,000 Common Shares pursuant to the REIT’s distribution reinvestment
program at a price of $9.50 per Common Share;


   


WHEREAS, the OP admitted the SLP as a special
limited partner pursuant to the Agreement of Limited Partnership of Lightstone Value Plus REIT III LP, dated as of July 16, 2014
(the “OP LPA”);


 


WHEREAS, the OP and the SLP entered into
that certain Contribution Agreement, dated July 16, 2014 (the “Original Contribution Agreement”);


 


WHEREAS, pursuant to the Amended and Restated
Contribution Agreement, dated September 11, 2015, (the “Amended Contribution Agreement”) the OP and the SLP
amended and restated the Original Contribution Agreement in its entirety; and


 


WHEREAS, subject to and on the terms and
conditions set forth herein, the parties hereto wish to amend and restate the Amended Contribution Agreement in its entirety upon
the terms and conditions set forth herein, with the Original Contribution Agreement and the Amended Contribution Agreement, as
so amended and restated, and as may be further amended, restated, supplemented or otherwise modified, being hereinafter referred
to as (the “Agreement”);


  


NOW, THEREFORE, in consideration of the foregoing
and the mutual premises, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree
that the Amended Contribution Agreement is hereby amended and restated as follows as of the Second Restatement Date:


 






     


     


    

 


1. Contributions; Issuances of Subordinated
Participation Interests. The SLP agrees quarterly, beginning with the date on which the REIT first publishes an estimated per
share value of the Common Shares, to contribute to the OP cash or interests in real property of equivalent value (subject to the
last sentence of this Section 1) in an amount equal to the product of (i) $10.00 minus the then-current estimated net asset
value per Common Share, multiplied by (ii) the number of Common Shares outstanding. In consideration therefor, the OP agrees to
issue to the SLP one Subordinated Participation Interest (as such term is defined in the OP LPA) for each $50,000 in cash or interests
in real property of equivalent value that the SLP contributes. Notwithstanding the foregoing, the SLP’s obligation to make
contributions to the OP pursuant to this Section 1 will terminate on the earlier of: (i) the SLP’s purchase of an
aggregate of $36,000,000 of Subordinated Participation Interests and (ii) the REIT’s receipt of gross offering proceeds of
$300,000,000. The SLP understands and agrees that if, pursuant to the first sentence of this Section 1, the SLP elects to
contribute interests in real property, a majority of the REIT’s board of directors (the “Board”) (including
a majority of the Board’s independent directors) shall determine the value of such interests in real property based on an
appraisal obtained from a qualified independent real estate appraiser concerning the underlying real property.


 


2. Term of Agreement. This Agreement,
unless earlier terminated by written consent of the parties hereto, shall continue in force until the earlier of: (i) the termination
of the IPO; (ii) the SLP’s purchase of an aggregate of $36,000,000 of Subordinated Participation Interests and (iii) the
REIT’s receipt of gross offering proceeds of $300,000,000.


 


3. Miscellaneous.


 


3.1   This Agreement may be amended
only by written instrument duly executed by the parties hereto.


 


3.2   This Agreement will be governed
by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its choice of law rules.


 


3.3   This Agreement may be executed
in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the
same instrument.


 


3.4   If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction or a federal or state regulatory agency to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.


 


[Signature page follows.]


 






     


     


    

 





IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first written above.


 


	 	LIGHTSTONE VALUE PLUS REIT III LP  
	 	 
	 	By:   	
        Lightstone Value Plus Real Estate

        Investment Trust III, Inc., its General

        Partner  



 


	 	By:	/s/ David Lichtenstein
	 	 	Name: David Lichtenstein  
	 	 	 
	 	 	Title: Chief Executive Officer  


 


	 	LIGHTSTONE SLP III LLC
	 	 	 
	 	By:	/s/ David Lichtenstein
	 	 	Name: David Lichtenstein
	 	 	 
	 	 	Title: Manager